OCIA RESEARCH AND EDUCATION CANADA, INC. BYLAWS
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About Us - R&E Bylaws
OCIA RESEARCH AND EDUCATION CANADA, INC.
(called the "Corporation")
GENERAL BYLAWS 1/2004

Article 1: LOCATION, FISCAL YEAR, AND LANGUAGE
1.1 LOCATION: The Corporation shall have offices at such places, either within or without the jurisdictions of incorporation of any corporations, and as the Board of Directors may from time to time authorize.
1.1.1Offices: The Board of Directors may authorize offices to provide services to members in a set geographic area. The management of an office shall be in conformity with the policies and procedures of the Corporation.
1.2 FISCAL YEAR: Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.
1.3 LANGUAGE:
1.3.1The English language shall be used to conduct its business at the Annual General Membership Meeting however the Corporation shall strive to offer its services to its membership in the member's language.
1.3.2Documentation and communications shall be conducted in English and/or French as authorized by the Board of Directors.
1.3.3Notwithstanding the above, the Bylaws shall be available in members’ languages when possible.

Article 2. MEMBERSHIP PRIVILEGES AND RESPONSIBILITIES
2.1 Access to Membership: The only requirement for member status is the filing of an application and payment of dues. Membership will not be approved nor denied on the basis of race, color, national origin, gender, religion, age, disability, political beliefs, sexual orientation, and marital or family status.
2.1.1 All members or their agents must file an application in such form as the Board of Directors may determine from time to time.
2.2 Application for Membership: Applications for membership shall be made to the Secretary of the Board of Directors of the Corporation or their designate.
2.3 Members
2.3.1 The members of the Corporation shall consist of the following categories:
a. members of OCIA International, Inc, or their designee, who submit a membership application form and a membership fee as determined by the Board of Directors are entitled to the same voting rights for the Corporation as held in their capacity as members of OCIA International, Inc.
b. members who are not members of OCIA International, Inc., upon payment of the membership fee, are entitled to one vote each.
2.3.2 Members of chapters that count towards votes allocated in subsection 2.3.1.a. as determined by the Board of Directors do not qualify for membership under this section.
2.4 Code of Ethics
2.4.1 All members shall cooperate in the development of an organic food system which enhances life and health, is ecologically and economically sustainable, and gives a fair return and dignity to its merchants, its laborers, and the stewards of its living soil.
2.4.2 A member in his/her personal conduct and in his/her contacts with the public in general should not behave in a manner, which brings discredit on the Corporation, the organic industry or himself/herself.
2.4.3. All Members have a responsibility to submit written reports of observed violations of the Code of Ethics to the Corporation.
2.5 Suspension and Expulsion
2.5.1 Any member may be removed from the membership for any reason; including, but not limited to; violation of these Bylaws, breach of the Code of Ethics, or failure to fulfill its obligations to the Corporation by a majority vote of the Board of Directors. A statement of the charges shall be sent by registered mail to the last recorded address of the member not less than thirty, nor more than fifty days before the action is to be taken. The member in question shall be given the opportunity to present a defense to the Board of Directors at the time and place mentioned in the notice.
2.5.2 Appeals of suspension or expulsion may be made to the Board of Directors. The appellant will bear all expenses of the appeal. Decisions of appeal require a two-thirds majority vote and it shall be final and shall not be reviewable by any court.
2.6 Withdrawal: Any Member may withdraw after fulfilling all obligations to the Corporation by giving notice to the Secretary of the Board of Directors of the Corporation.
2.6.1 Members in default of dues and/or fees in excess of 60 days may be classified as former members, and without notice lose all rights afforded under the bylaws and have no rights to appeal.
2.7 Membership Dues
2.7.1 The Board of Directors shall propose, and the membership approve at its annual meeting, the amount of dues payable annually.
2.7.2 Annual dues shall be payable to the Corporation before the thirty-first day following invoicing. These dues shall be invoiced annually.
a. For new members, invoices will be a part of the application and will be payable at the time of application
b. For renewing members, invoices shall be sent during the 1st Quarter of the calendar year.

Article 3 GENERAL MEMBERSHIP MEETINGS
3.1 ANNUAL GENERAL MEMBERSHIP MEETING (AGMM): Annual meetings of the general membership shall be held during the first quarter of each fiscal year coincident with the Annual General Membership Meeting of OCIA International, Inc. Such meetings shall be for the election of the Board of Directors, the approval of an annual budget, the receiving of annual reports, amendments to the Bylaws, and for the transaction of other business that may be properly transacted at the meeting. Notice of annual meetings, signed by the Secretary or the Chair, shall be mailed to the last recorded address of each member (or designee), at least forty-five, and not more than sixty days before the appointed time for the meeting.
3.2 Special Meetings: Special meetings of the members may be called by the Board of Directors at their discretion, or by call of 20 percent of the eligible voting membership by a demand signed, dated, and delivered to the corporation’s Secretary. Such demand by the members shall describe the purpose for the meeting. Notice of special meetings of the members shall be given in the same manner as for the annual meeting. No business other than that specified in the notice shall be transacted at any special meeting of the members.
3.3 Notice Requirements and Place of Meetings: Notice of any meeting, where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken.
No error or omission in giving notice of any annual or special meeting or any adjourned meeting, whether annual or special, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the Corporation. Nothing in this section shall relieve the Corporation of its obligation to give notice of meetings as required by law.
The AGMM or any other meeting of the members shall be held in any location as the Board of Directors may determine.
3.4 MEETING PROCEDURES: Voting meetings will be conducted according to commonly accepted parliamentary procedure. It is desirable that a consensus be reached before calling for a vote. While members may send as many delegates as they wish to general meetings, voting rights are distributed as follows:
3.4.1 Members of OCIA International, Inc. or OCIA chapters who submit a membership application form to the Secretary or designee of this corporation, are entitled to the same voting rights for this corporation as held in their capacity as members of OCIA International, Inc.
3.4.2 Members who are not members of OCIA International, Inc., are entitled to one vote each if they pay dues as established by the Board of Directors. Members of Chapters that count towards votes allocated in 3.4.1 do not qualify for a vote under this section.
3.4.3 It is the intention that farmer control, such as that of OCIA International, Inc., shall be maintained. Accordingly, whenever necessary, the corporation and its members shall take such steps and proceedings as are necessary to amend the voting rights to insure that farmers or farmer-controlled groups have a minimum of two-thirds of total membership voting rights.
3.5 MAJORITY: A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Canada Corporations Act or any statute that may be substituted therefore, as from time to time amended (the "Act") or these bylaws.
3.6 PROXIES: Every member holding voting rights shall be entitled to vote at any meeting of the Corporation by proxy. This proxy must be assigned to a specific member or his/her delegate. No member is allowed to hold a total of more than two (2) proxies. All proxies shall be in writing and signed and dated. Proxies are validated by the Election Committee for one meeting only. Notice of each meeting of members must remind the members that they have the right to vote by proxy.
3.6.1 Proxy Assignment: Members are encouraged to delegate proxies with specific voting instructions.
3.7 QUORUM: The presence in-person or by proxy of 50 percent of the membership votes shall constitute a quorum for the transaction of business. The members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a meeting cannot be organized because a quorum has not been reached, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine. Those who attend the second of such adjourned meeting, although less than a quorum, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting, stating that those members who attend shall constitute a quorum for the purpose of acting upon such matter. Notice and documentation shall be given to each member of record entitled to vote at such an adjourned meeting at least 10 days prior to the day named for the second meeting.
3.8 RESOLUTION IN WRITING: Unless the Act provides that the matter in question must be dealt with at a meeting of members, a resolution in writing, signed by all the members entitled to vote on that resolution at a meeting of members, is as valid as if it had been passed at a meeting of members.

Article 4: BOARD MEMBERSHIP NOMINATIONS AND ELECTIONS
4.1 NOMINATING COMMITTEE: The Nominations Committee of OCIA International, Inc. shall assume these duties. The duties of the Nominating Committee shall be to nominate candidates for election as Directors. The Nominating Committee shall only nominate qualified candidates. The Nominating Committee will endeavor to assure diversity of representation to the Board of Directors.
4.2 NOMINATING PROCESS: The Nominating Committee may receive names from any member.
4.3 NOMINATIONS OF ELECTED POSITIONS: With the exception of the Directors to be appointed by the Board of Directors pursuant to Article 5.1, the Board of Directors shall be elected by the members of the Corporation at the AGMM.
4.3.1Qualifications: Only members of the Corporation may be nominated. Nominees and Directors must be individuals, 18 years of age, with power under law to contract. Nominees must forward to the Chair of the Nominating Committee a written petition signed by at least 7 members prior to the closing of the nominating period.
4.3.2 Any member may be nominated for an elected position. A member may be nominated by:
a. The Nominating Committee;
b. Any member;
c. Any member may nominate by petition himself/herself.
4.4 ELECTION COMMITTEE: The Elections Committee of OCIA International, Inc. shall assume these duties.
4.5 ELECTION COMMITTEE RESPONSIBILITIES: The Election Committee shall be responsible to:
a. Assure a timely election process for all member-elected positions at the AGMM.
b. Assure that the nomination process is carried out in accordance with Article 4.3.
c. Resolve any election disputes according to Article 7.4.d of the OCIA International Inc. Bylaws.
d. Validate voting and proxy credentials and validate the establishment of a quorum at the AGMM.
e. Establish voting procedures, count and record all votes at the AGMM including Elections, Bylaws, Policies, Budget, etc.
f. Conduct elections of all member-elected positions at the AGMM.
4.6 VOTING PROCEDURES: Voting for the Corporation's Board of Directors shall be on written ballots. The chair of the Election Committee shall announce the voting results at the AGMM.
4.7 DISPOSAL OF WRITTEN BALLOTS: Used written ballots shall be kept in sealed envelopes (immediately after the counting of ballots) at the Corporation's Office under the Election Committee’s supervision and shall be destroyed 30 days after the elections unless the Election Committee receives a written appeal of the election results.

Article 5: BOARD OF DIRECTORS
5.1 NUMBER OF MEMBERS: The Board shall consist of a minimum of three to a maximum of nine members. The number of directors shall be fixed or changed from time to time by ordinary resolution of the members. There shall be one seat each reserved for a member of the Canadian and the American research communities provided that one of such members must also be a non OCIA International member (the “Research Directors”). The Board majority will always be comprised of OCIA International members. The directors are to be elected by the Corporation's general membership during the AGMM.
5.2 POWERS AND DUTIES
5.2.1 The property and business of the Corporation shall be managed by the Board of Directors. The Directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do. Without limiting the generality of the foregoing, the Board of Directors shall assure and maintain the governance of the Corporation by:
a. Establishing basic objectives and broad policies.
b. Maintaining and enforcing corporate papers.
c. Approving important financial matters, recommending a budget to the general membership for approval, making amendments to the budget and appointing an auditor to perform an annual inspection of the Corporation's bookkeeping.
d. Safeguarding and approving changes in assets.
e. Perpetuating a sound board.
f. Providing for sound planning
g. Coordinating short-term decisions with long-range objectives.
h. Communicating with the membership, governments and the organic community in general.
i. Publishing an annual report for the public record. This annual report shall be presented at the AGMM and recorded in the minutes. The contents shall include the assets and liabilities, the revenues or receipts, and the expenses or disbursements. This report shall also detail attendance records for Board meetings, projects assigned and the status of those projects.
j. Making the minutes of the Board available by request through the office to the membership within 10 days of approval which shall take place no later than 45 days after the close of the meeting.
k. Approving expenditures exceeding 120% of any individual expense category (line item) of the Annual Budget, as approved at the AGMM, on a quarterly basis.
5.2.2 The directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Board of Directors may prescribe.
The Board of Directors is hereby authorized, from time to time
a. to borrow money upon the credit of the Corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the Board of Directors in its discretion may deem expedient;
b. to limit or increase the amount to be borrowed;
c. to issue or cause to be issued bonds, debentures or other securities of the Corporation and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the Board of Directors;
d. to secure any such bond, debenture or other securities, or any other present or future borrowing or liability of the Corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation.
5.2.3 The Board of Directors shall take such steps as they may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.
5.2.4 The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment.
5.2.5 Remuneration for all officers, agents and employees and committee members shall be fixed by the Board of Directors by resolution from time to time.
5.3 TERM OF OFFICE: Members of the Board of Directors elected by the membership shall be elected in such a staggered way that only one half of the Board positions come up for election at every annual meeting and hold office for a term of 2 years. A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected or appointed.
5.4.1 LIMITATION OF SERVICE: In no event shall a Director serve more than 5 years consecutively. Election by the membership shall be limited to two consecutive terms.
5.4.2 Notwithstanding the above section (5.4.1) the Board may appoint a member whose eligibility has expired to act as an advisor to the Board.
5.5 ABSENCE, INCAPACITY, VACANCY, REINSTATEMENT, APPOINTMENTS
5.5.1A Director shall not accept office unless that person intends to attend all Board meetings except for illness or serious personal and/or professional difficulties. In the event of anticipated absence, the Director shall request to be officially excused by the Chair of the Board at any time prior to the call to order of a meeting requiring their attendance. Within reason, such request shall be in writing. Failure to obtain the Chair's excuse two times during a year shall at the discretion of the Board create a vacancy in the Director's board seat. The position may be declared vacant by the Chair at the next Board of Directors meeting. Prior to filling the vacant Board seat, the Board must follow the procedure as outlined in 5.6.1.
5.5.2The unexpired term of a vacant position on the Board of Directors shall be filled by a qualified member as defined in Article 4.3.1 chosen by a majority vote of the Board of Directors until the next AGMM. The election process under Article 5.5.4 shall be followed to fill the vacancy.
5.5.3In the event that a Director is incapable of serving and will remain incapable of serving for a substantial period of his/her term, such person may be removed by a three-fourths vote of the members of the Board of Directors present at a scheduled meeting. Upon such a removal, the vacancy so created shall be filled subject to the provisions of Article 5.5.4.
5.5.4Appointments: Directors can nominate any qualified member as defined in Article 4.3.1. Should there be more than one candidate per vacant seat, a majority vote of the Board of Directors will confirm the appointment.
5.6CONTESTED VACANCY PROCEDURE: In the event that a seat on the Board of Directors has been declared vacant, the following procedures shall govern in the event that the affected Board Member contests the declaration of vacancy.
5.6.1The Secretary shall notify the person by certified mail of the vacancy on the Board of Directors. A written petition for reinstatement and request to be heard must be submitted to the Corporation's head office within 30 days from the date the notice was mailed.
5.6.2Copies of the written petition shall be transmitted to the entire Board of Directors. The petitioner will have the burden of proof to show either good cause why the petitioner is entitled to reinstatement or good and just cause for the petitioner's absence and failure to obtain Chair's excuse(s).
5.6.3The Board of Directors shall vote to reinstate or to uphold the vacancy. A three-fourths vote of the Board of Directors shall be final.
5.7 REMOVAL: The office of Director shall be automatically vacated:
a. if at a special general meeting of members, a resolution is passed by two-thirds (2/3) of the members present at the meeting that he be removed from office;
b. if a Director has resigned his office by delivering a written resignation to the secretary of the Corporation;
c. if he is found by a court to be of unsound mind;
d. if he becomes bankrupt or suspends payment or compounds with his creditors;
e. on death;
provided that if any vacancy shall occur for any reason in this paragraph contained, the Board of Directors by majority vote, may, by appointment, fill the vacancy with a member of the Corporation.
5.8 RESIGNATION: A Director may resign at any time by providing written notice to the Secretary. If a resignation of a Director is made effective at a later date, the Board may fill the pending vacancy in accordance with the procedures set forth in 5.5.2 and 5.5.4 before the effective date if the Board provides that the successor does not take office until the effective date.
5.9 MEETINGS: An in person Board of Directors meeting shall take place at the time of the Annual General Membership Meeting. All other meetings of the Board of Directors may be held at any time and place to be determined by the Directors.
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a. Notice of such meetings shall be given to Directors at least seven (7) days before the time appointed for the meeting.
b. The presence of a majority of the Board of Directors shall constitute a quorum for the transaction of business. Any meeting of the Board of Directors at which a quorum is present shall be confident to exercise all or any of the authorities, powers and discretions by or under the bylaws of the Corporation.
c. A meeting of the Board of Directors can be called by the Chair or by two members of the Board of Directors.
d. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any Director may, at any time, waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat
5.10 MEETINGS BY TELECONFERENCE OR OTHER ELECTRONIC MEANS: If all the directors of the Corporation consent thereto generally or in respect of a particular meeting, which consent shall also include a consent to the type of communication facilities to be utilized and to the manner in which votes are to be recorded, a director may participate in a meeting of the board or of a committee of the board by means of such telephone or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a director participating in such a meeting by such means is deemed to be present at the meeting for all purposes, including without limitation for the purpose of calculating the required quorum under by-law 5.9(b). The directors shall be responsible for ensuring that the appropriate security measures with respect to the use of the communication facilities as are warranted in the circumstances are taken.
5.11 COVENANT OF CONFIDENTIALITY: Members of the Board of Directors shall be covered by a covenant of confidentiality for a period of two years following termination of their mandate.
5.12 VOTING: At all meetings of the Board of Directors every question shall be decided by a majority of the votes cast on the question. Each Director, other than the Chair, is authorized to exercise one vote. The Chair shall only have the right to vote in the event of a tie vote.
5.13 COMPENSATION: Directors may receive such compensation as the Board of Directors of the Corporation from time to time determines.
5.14 LIMITATION OF LIABILITY: Every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be placed out or be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, security, or effects of the Corporation shall be lodged or deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

Article 6. OFFICERS
6.1 COMPOSITION: The officers of the Corporation shall be the Chair, the Secretary, the Treasurer and such other officers as the Board may determine. The Board may specify the duties of and, in accordance with this Bylaw and subject to the Act, delegate to such officers power to manage the business and affairs of the Corporation. Officers other than the Chair, the Secretary and the Treasurer may, but need not be, a director of the Corporation, however, all officers are required to be members of the Corporation.
6.2 OFFICERS AND THEIR DUTIES
6.2.1 The Chair shall:
a. Preside at meetings of the Board or general membership.
b. In consultation with the secretary and others provide an agenda for the Board’s consideration prior to each Board meeting.
c. Communicate to the general membership such matters as are believed to promote the prosperity and welfare of the Corporation and its members.
d. Provide communication between the Board of Directors and the Office necessary for the Board to perform its duties as outlined in the Bylaws.
e. Perform other such duties as are necessarily incident to the office.
f. The Chair may carry out the duties and exercise the authority of any officer of the Corporation in the event of the failure or inability of said officer to do so.
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g. Communicate with the OCIA International Inc. Board
6.2.2 The Secretary shall:
a. Give or cause to be given all notices.
b. Keep or cause to be kept a record of all meetings.
c. Conduct all correspondence as required by statutes or laws and the Bylaws of the Corporation.
d. Ensure the execution of all orders and resolutions not otherwise committed.
e. Keep or cause to be kept an up-to-date list of all members and interested parties.
f. Be the custodian of the seal of the Corporation.
g. To perform other such duties as are necessarily incident to the office.
6.2.3 The Treasurer shall:
a. Ensure the preparation of a budget for amendment and approval at the AGMM.
b. Oversee the administration of the budget through periodic review of records and consultation with staff.
c. Ensure the income and expenditures are reported on a quarterly basis to the Board.
d. Ensure (at least annually) a complete audited accounting including a statement of income and expenditures of the organization’s finances.
e. Ensure that the financial policies are carried out.
f. To perform other such duties as are necessarily incident to the office.
6.2.4 The powers and duties of all other officers shall be such as the term of their engagement call for or as the Board of Directors may specify.
6.3 VACANCIES: Vacancies shall be filled without undue delay by appointment by the Board of Directors from among the Board membership until the next Annual General Membership Meeting.
6.4 TERMS OF OFFICE: Officers are elected by the Board of Directors for renewable one-year terms. An officer may be re-elected without limitation on the number of terms the officer may serve.

Article 7. COMMITTEES
7.1 COMMITTEES: The Board of Directors may establish such committees as it deems necessary and desirable. Such committees may be advisory committees only and may not exercise any function of the Board of Directors. The Board of Directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid.
7.2 QUORUM AND ACTION: A majority of committee members shall constitute a quorum for the transaction of business. If a quorum is present, action taken by the majority vote of the Committee shall be binding.
7.3 PROCEDURES: All committees shall operate as mandated by the Board of Directors.
7.4 TERMS: Appointments to committee membership shall be for a term of 2 years. Terms will be staggered and Committee members may not serve more than two consecutive terms. Any committee member who is unable or chooses not to fulfill duties of their office can be dismissed by the Board of Directors before the end of his/her term. Appeals for dismissal shall be handled according to 2.5.2.

Article 8: INDEMNIFICATION
8.1 Subject to the limitations contained in the Act, the Corporation shall indemnify any member of the Board of Directors or any officer of the Corporation against any and all losses, injuries, claims, liabilities, expenses (including, but not limited to), legal fees, judgments, fines and amounts paid in settlement, actually incurred by them, to the fullest extent now or hereafter permitted by law, arising out of or in connection with their performance as a member of the Board of Directors or an officer of the corporation or in any other capacity on behalf of the Corporation. The Board of Directors, by resolution adopted in each specific instance, may similarly indemnify any person other than a member of the Board of Directors or officer of the Corporation of liabilities incurred by them in connection with services rendered by them for or at the request of the Corporation. The provisions of this section shall continue as to a person who has ceased to be a member of the Board of Directors or officer, or who has ceased to render services for or at the request of the Corporation, and shall enure to the benefit of the heirs, executors and administrators of such a person.
8.2 The Corporation may pay the expenses incurred by any person entitled to be indemnified by the Corporation in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking, in such form and with such security as the Board of Directors may determine, by or on behalf of such person, to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the Corporation as authorized in this Article 8 or by law.
8.3 The indemnification provided by this Article 8 shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any Bylaw, agreement, vote of the members of the Board of Directors, or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office.
8.4 The Corporation may purchase and maintain insurance on behalf of any person who is or was a member of the Board of Directors or an officer, employee or agent of the Corporation or who is or was serving in any capacity in any other corporation or organization at the request of the Corporation or organization against any liability against him/her or incurred by him/her in any such capacity or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provision of this Article 8 or by law.

Article 9: EXECUTION OF DOCUMENTS
9.1 Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by the Chair or the authorized agent of the Corporation as the Board of Directors may determine from time to time and any one of the Secretary or Treasurer and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers or member or members of the board of directors on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The directors may give the Corporation's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Corporation. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors.

Article 10: BYLAW AMENDMENTS
10.1 The bylaws of the Corporation not embodied in the letters patent may be repealed or amended by bylaw, or a new bylaw relating to the requirements of subsection 155(2) of the Act, may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative note of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said bylaw, provided that the repeal or amendment of such bylaws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.

Article 11: AUDITORS
11.1 The members shall, at each AGMM, appoint an auditor to audit the accounts of the Corporation for report to the members at the next AGMM. The auditor shall hold office until the next AGMM provided that the directors may fill any casual vacancy in the office of the auditor. The Board of Directors shall fix the remuneration of the auditor.

Article 12: BOOKS AND RECORDS
12.1 The Directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.

Article 13: RULES AND REGULATIONS
13.1 The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws, relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next AGMM of the members of the Corporation when they shall be confirmed, and failing such confirmation at such AGMM of members, shall at and from that time cease to have any force and effect.

Article 14: INTERPRETATION
14.1 In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

Article 15: CORPORATE SEAL
15.1 The seal, an impression forever stamped in the margin hereof, shall be the seal of the Corporation.


Date adopted
______________________________

Last Updated on Monday, 28 February 2011 08:22
 

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